This Agreement, effective as of the
Date of Award set forth above, represents the grant of Nonqualified
Stock Options by Vonage Holdings Corp., a Delaware corporation
(the “ Company ”), to the
Participant named above, pursuant to the provisions of the Vonage
Holdings Corp. 2006 Incentive Plan (the “
Plan ”). Capitalized terms have the meanings
ascribed to them under the Plan, unless specifically set forth
herein.

The parties hereto agree as
follows:

1. Grant of
Options

The Company hereby grants to the
Participant Nonqualified Stock Options to purchase Shares in the
manner and subject to the terms and conditions of the Plan and this
Agreement as follows:

(a) Number of Shares Covered by the
Options :

(b) “ Option
Price ”: $
per Share

(c) “ Option
Term ”: The Options have been granted for a period of
ten years, ending on the tenth anniversary of the Date of
Award.

2. Vesting of
Options

(a) Subject to Section 2(e)
below, the Options vest and become exercisable over a period of
four (4) years, with 25% vesting on the first anniversary of
the Date of Award and the remainder vesting in equal quarterly
installments thereafter provided that the Participant continues to
serve as a Non-Employee Director of the Company or a Subsidiary on
the applicable vesting date.

(b) To the extent not previously
vested in accordance with this Section 2, in the event that a
Change of Control becomes effective while the Participant continues
to serve as a Non-Employee Director of the Company or a Subsidiary,
the Options will vest and become exercisable as to all the Shares
covered thereby as of the effective date of the Change of
Control.

(c) To the extent not previously
vested in accordance with this Section 2, in the event of the
Participant’s death, the Options will (i) vest and
become exercisable as of the date thereof as to all the Shares
covered thereby and (ii) remain exercisable until they
terminate in accordance with Section 4 below.

(d) To the extent not previously
vested in accordance with this Section 2, in the event of the
Participant’s Disability, the Options will (i) vest and
become exercisable as of the date thereof as to all the Shares
covered thereby and (ii) remain exercisable until they
terminate in accordance with Section 4 below.

(e) To the extent not previously
vested in accordance with Section 2(a) above, if the
Participant’s service as a Non-Employee Director of the
Company is terminated for cause as determined by the Committee
under the terms of the Plan, the Options will terminate immediately
and be of no force or effect.

(f) To the extent vested in
accordance with this Section 2, the Options will remain
exercisable until they terminate in accordance with Section 4
below.

(g) For purposes of this
Section 2, the following term shall have the meaning set forth
below:

“Disability” means the
Participant is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months.

3. Exercise of
Options

(a) The Options may be exercised by
written notice to the Company, specifying the number of Shares the
Participant then desires to purchase, accompanied by the Option
Price of such Shares, and as soon as pra

Already a member? Login here.

Email Address:

Password:

RealDealDocs™ has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product.